8-K

Primis Financial Corp. (FRST)

8-K 2020-05-22 For: 2020-05-21
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



Form8-K



CURRENT REPORT

Pursuantto Section 13 or 15(d)

ofthe Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 21, 2020


SouthernNational Bancorp of Virginia, Inc.

(Exact name of registrant as specified in its charter)

Virginia 001-33037 20-1417448
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
6830 Old Dominion Drive<br><br> <br>McLean, Virginia 22101
(Address of Principal Executive Offices) (Zip Code)

(703) 893-7400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchanged on which registered
COMMON STOCK SONA NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2020, Southern National Bancorp of Virginia, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders virtually (the “Annual Meeting”). Of the 24,297,703 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 21,811,188 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:

Proposal One – Elect Directors: To elect three Class II directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for each director is as set forth below.

Nominee Votes For Votes Withheld Broker Non-Votes
W. Rand Cook 12,328,243 6,179,235 3,303,710
Eric A. Johnson 15,480,151 3,027,327 3,303,710
Dennis J. Zember, Jr. 17,252,157 1,255,321 3,303,710

The three nominees were each elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.

Proposal Two – Ratificationof Auditors: To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Votes For Votes Against Abstentions
21,788,799 8,284 14,105

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Proposal Three – Advisory (Non-binding)Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Votes For Votes Against Broker Non-Votes Abstentions
16,247,768 2,191,694 68,016 3,303,710

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
By: /s/ Jeffrey L. Karafa
May 22, 2020 Jeffrey L. Karafa
Chief Financial Officer